Item 5. Other Information

Trading Arrangements

During the Company’s three fiscal months ended September 28, 2024, none of the Company’s directors or officers adopted, modified or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Amendment to By-laws

The information set forth below is included herewith for the purpose of providing the disclosures required under “Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year” of Form 8-K.

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On November 7, 2024, the board of directors of Tractor Supply Company amended the Sixth Amended and Restated By-laws for the Company (the “By-laws”), effective immediately, to adopt new Article XIII providing that, unless the Company consents to an alternative forum, the Delaware Court of Chancery (or other state court in Delaware, in the event the Court of Chancery lacked jurisdiction) would be the sole and exclusive forum for (1) any derivative litigation brought on behalf of the Company, (2) any action asserting breach of fiduciary duty against directors or officers or other employees of the Company, (3) any action against the Company or its officers or directors or other employees arising under the Delaware General Corporation Law or the Company’s By-Laws or Certificate of Incorporation, (4) any action otherwise related to the “internal affairs” of the Company, and (5) any action asserting an “internal corporate claim” as that term is defined in the Delaware General Corporation Law, and the federal district courts of the United States would be the sole and exclusive forum for any claims under the Securities Act of 1933 related to any offering of the Company’s securities; and making certain other conforming, technical, and administrative changes.

The foregoing description of the By-laws and the amendments contained therein does not purport to be complete and is qualified in its entirety by reference to the Seventh Amended and Restated By-laws, which are filed herewith as Exhibit 3.1, and as Exhibit 3.2 in redline form showing the changes described above, and incorporated herein by reference.

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